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000-26025
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76-0588680
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(Commission
File Number)
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(IRS
Employer Identification No.)
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2925
Briarpark, Suite 1050, Houston, Texas
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77042
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(Address
of principal executive offices)
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(Zip
Code)
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(713)
499-6200
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(Registrant’s
telephone number, including area
code)
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Not
Applicable
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(Former
name or former address, if changed since last
report)
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| Item 5.02 |
Departure
of Directors or Certain Officers; Election of Directors; Appointment
of
Certain Officers; Compensatory Arrangement of Certain
Officers
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·
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a
lump-sum payment in cash equal to Mr. Albanese’s monthly base salary in
effect on the date of termination multiplied by 12, together with
a
prorated amount of monthly base salary for any partial month in which
the
termination occurs;
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·
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a
lump-sum payment in cash equal to the amount of Mr. Albanese’s (1) target
bonus for the bonus year in which the termination occurs, prorated
based
on the number of days in the bonus year that have elapsed prior to
the
termination, and (2) unused vacation days earned the year prior to
the
year in which the termination occurs, plus pro rata vacation days
earned
in the year in which the termination
occurs;
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·
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payment
by us of all applicable medical continuation premiums for continuation
coverage under the Consolidated Omnibus Budget Reconciliation Act,
or
COBRA, for the benefit of Mr. Albanese (and his covered dependents
as of
the date of his termination, if any) under his then-current plan
election
for 18 months after termination;
and
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·
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immediate
vesting of all outstanding and previously unvested stock options,
restricted stock awards, restricted stock units and similar awards
granted
to Mr. Albanese by us prior to the date of termination, and immediate
lapsing of any restrictions, forfeiture conditions or other conditions
or
criteria applicable to any such awards on the date of
termination.
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·
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his
gross negligence, willful misconduct or willful neglect in the performance
of his material duties and services to
us;
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·
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his
final conviction of a felony by a trial court, or his entry of a
plea of
nolo
contendere
to
a felony charge;
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·
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his
criminal indictment relating to an event or occurrence for which
he was
directly responsible which, in the business judgment of a majority
of our
Board of Directors, exposes our company to ridicule, shame or business
or
financial risk; or
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·
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a
material breach by him of any material provision of the Executive
Severance Agreement.
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·
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a
diminution in his then current monthly base
salary;
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·
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a
material change in the location of his principal place of employment
by
us;
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·
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any
material diminution in his current position or any title or position
to
which he has been promoted;
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·
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any
material diminution of his authority, duties or responsibilities
from
those commensurate and consistent with the character, status and
dignity
appropriate to his current position or any title or position to which
he
has been promoted (provided, however, that if at any time he ceases
to
have such duties and responsibilities because we cease to have any
securities registered under Section 12 of the Securities Exchange
Act of
1934, as amended, or cease to be required to file reports under Section
15(d) of the Securities Exchange Act of 1934, as amended, then his
authority, duties and responsibilities will not be deemed to have
been
materially diminished solely due to the cessation of such publicly
traded
company duties and responsibilities);
or
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·
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any
material breach by us of any material provision of the Executive
Severance
Agreement, including any failure by us to pay any amount due under
the
Executive Severance Agreement.
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·
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the
date our company merges or consolidates with any other person or
entity,
and the voting securities of our company outstanding immediately
prior to
such merger or consolidation do not continue to represent (either
by
remaining outstanding or by being converted into voting securities
of the
surviving entity) more than 50% of the total voting power of the
voting
securities of our company or such surviving entity outstanding immediately
after such merger or consolidation;
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·
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the
date our company sells all or substantially all of our assets to
any other
person or entity;
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·
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the
date our company is dissolved;
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·
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the
date any person or entity together with its affiliates becomes, directly
or indirectly, the beneficial owner of voting securities representing
more
than 50% of the total voting power of all then outstanding voting
securities of our company; or
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·
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the
date the individuals who currently constitute the nonemployee members
of
our Board of Directors (the “Incumbent Board”) cease for any reason to
constitute at least a majority of the non-employee members of our
Board,
provided that, for purposes of this clause, any person becoming a
director
whose election or nomination for election by our stockholders was
approved
by a vote of at least 80% of the directors comprising the Incumbent
Board
then still in office (or whose election or nomination was previously
so
approved) will be considered as though such person were a member
of the
Incumbent Board.
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Exhibit
Number |
Exhibit
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10.1
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Executive
Severance Agreement, dated as of January 18, 2008, by and between
U.S.
Concrete, Inc. and William T.
Albanese
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U.S.
CONCRETE, INC.
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||
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Date:
January 22, 2008
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By:
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/s/
Robert D. Hardy
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Robert
D. Hardy
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Executive
Vice President and Chief
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Financial
Officer
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Exhibit
Number
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Exhibit
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10.1
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Executive
Severance Agreement, dated as of January 18, 2008, by and between
U.S.
Concrete, Inc. and William T.
Albanese
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